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HomeMy WebLinkAboutC21-388 Landlord EstoppelDocuSign Envelope ID: 287D7140-000B-47A6-BEFF-78361A838934 LANDLORD'S ESTOPPEL CERTIFICATE This Landlord's Estoppel Certificate is given to Vail Valley Jet Center, LLC, a Colorado limited liability company ("Tenant"), by the County of Eagle, State of Colorado, a body corporate and politic, acting by and through its Board of County Commissioners ("Landlord"). WHEREAS, pursuant to that certain Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated September 29, 2009, as amended by that certain First Amendment to Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated October 25, 2016, that certain Second Amendment to Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated September 6, 2017, that certain Restated Third Amendment to Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated August 30, 2018, that certain Fourth Amendment to Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated December 10, 2018, and that certain Fifth Amendment to Amended and Restated Fixed Base Operator Concession and Lease Agreement, dated December 10, 2020 (collectively, the "Lease"), Tenant leases certain real property and improvements (collectively, the "Premises") located at the Eagle County Regional Airport. WHEREAS, pursuant to the Lease, Tenant operates as the fixed base operator at the Premises and further operates hangar, ramp, ramp space, and parking on the Premises, all as more fully described in the Lease, with the Lease being by this reference fully incorporated herein. WHEREAS, pursuant to that certain Equity Purchase Agreement, dated as of October 8, 2021, Signature Flight Support LLC, a Delaware limited liability company ("Buyer"), has agreed to purchase the membership interests of Tenant (the "Transaction"). WHEREAS, as a condition of the Transaction, Buyer has requested the delivery of this Landlord's Estoppel Certificate from Landlord. NOW, THEREFORE, this is to certify as follows: 1. The Lease is in full force and effect, creates a valid and subsisting leasehold interest and estate in and to the Premises, and is enforceable in accordance with its terms. The Lease has not been modified or amended except as identified in the recitals hereto. 2. The Lease embodies the entire agreement between Landlord and Tenant with respect to the construction, occupancy, or use of the Premises. There are no other agreements or understandings between Landlord and Tenant with regard to the construction, occupancy, or use of the Premises, and no other agreements or understandings whatsoever between Landlord and Tenant pertaining in any way to the Premises except for the Lease as modified as described herein. 3. Except for continuing or future construction, installation, and improvement obligations as identified in the Lease, Tenant has fulfilled all construction, installation, and improvement obligations as required under the Lease. NAI-1522271605v2 53992425.2 DocuSign Envelope ID: 287D7140-000B-47A6-BEFF-78361A838934 4. Rent is payable under the Lease in monthly installments at a rate calculated as provided in the Lease. Tenant has no monetary obligation to Landlord in respect to the use or occupancy of the Premises except for the rent, fees, royalties, and other charges specifically set forth in the Lease. All rent, fees, royalties, and other charges due and payable under the Lease through all periods through and including the date hereof have been paid in full. 5. Tenant has not prepaid any rent and Landlord is not holding any escrows or other amounts on account of taxes, insurance, maintenance, or other pass -through expenses. 6. To Landlord's knowledge, there are no uncured defaults, breaches, or events of default by Tenant in the observance or performance of any of its obligations, and no facts or circumstances known to Landlord which would, with the passage of time or the delivery of notice, or both, constitute a default, breach, or event of default thereunder. 7. This Estoppel Certificate is being furnished by Landlord in connection with the Transaction and Landlord agrees that it is being relied upon by Buyer in connection with the Transaction. To the extent the Lease requires the consent of Landlord in connection with the sale of the membership interests of Tenant, Landlord hereby consents thereto. This Estoppel Certificate is binding upon Landlord and each of Landlord's successors and assigns and each such party shall be stopped from claiming an interest under or with respect to the Lease contrary to that which is certified herein. NAI-1522271605v2 53992425.2 DocuSign Envelope ID: 287D7140-000B-47A6-BEFF-78361A838934 Executed as of 11/16/2021 Eagle County Board of County Commissioners By: r-DocuSigned by: S&', 81 UM718E0473... Name: Matt Scherr Title: Chair NAI-1522271605v2 53992425.2